Turning Billy Onto The Bad Side
by FanSecondLife14
Summary: Max needs a sidekick, and Billy fits the bill.


**Decided to take another dive into the Thundermans, this time with Max/Billy. Things aren't busting at the seams with usual steamy slash, because Billy's just too adorable in my eyes. So I apologize for those who were hoping for something burning hot. But this fic does have some kissing and frotting, so all is not lost!**

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><p>There were certain things that Max had come to count on. His twin sister should really consider petitioning the Head Bureau for Superheroes to change her name to "Dwebee" because her concept of fun was seriously warped; his mom was all adjusting to life as a non-Sup, which was the biggest shame because she had the power of electro kinesis, and you couldn't really get any more badass than that; his dad could write a best-seller on being cheap; there weren't enough pink bows in the world to disguise Nora's mischievous nature; and manipulating Billy was easier than taking candy from a non-Sup baby. That made his younger brother the most natural choice for a sidekick.<p>

Admittedly, he had been getting a little lazy in his training to become the world's greatest supervillain. It must have been from hanging around Phoebe so much, but he was starting to get a little soft – though he wouldn't dare say that out loud and risk ruining his supervillain cred. But the villain's magazine he secretly subscribed to, Dastardly Disasters Weekly, profiled all the up and coming supervillains, some even younger than he was. It was when Max saw a ten year old on the cover of the magazine, proclaiming to be the world's next threat to decency and humanity that he knew he had to step his game up.

But if he was serious about making a name for himself, Max was going to need some help.

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><p>"So let me make sure we understand each other. If I help you, then I get three whole cans of licorice, my own column in your article in that weird magazine, and you'll help me with my earwax statues of the cats next doors?" Billy asked.<p>

"You're on your own for cleaning out those ears which I'm sure are a gold mine for all the wax you need. But I'll help keep the cats still while you fish out junk from your ears and get realistic poses."

"Then you have yourself a new sidekick!" Billy shook Max's hand with his usual big smile plastered across his face. His little brother was way too easy.

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><p>When no one was looking, Max and Billy ducked into the alley behind Sweet Tooth, the neighborhood candy store. Max had a whole book of pranks and a list of targets, but he realized that he wouldn't attract any attention to his villainous profile just from pulling pranks. He had to do something serious, like ruining a business.<p>

It wasn't like he had any personal vendetta with Sweet Tooth, not like he did with Sugar Plum, a nearby candy store that kicked his family out for taking too many "samples." After they were "escorted" out, the Thundermans made a pact to never shop at that establishment ever again. It would have been more satisfying to take down that candy store, but helping his family meant helping superheroes, and that just wasn't going to fly.

"Okay, Billy. Do you remember the plan?"

"Yep. I distract the worker while you go behind the machine, steal the money and slip in those anonymous letters warning them to close their business or they're gonna get it."

"Perfect."

"But I like Sweet Tooth. The lady who works there pinches my cheeks and gives me free candy," Billy said.

"She's 82. She does the same thing to dad, and of course he's all over anything with the word "free" on it. Besides, if you don't help me, those poor cats will feel terrible that no one ever made earwax statues for them. And you don't want the cats to be sad do you, Billy?"

"Never! I'll do it!"

"Great! Now I want you to be the cutest you've ever been, and so sweet that you give that lady more cavities than every piece of candy in there, got it?"

"Got it!"

Without Phoebe on his trail, this should have been the easiest thing Max could ever hope to pull. Billy went in there with rainbow suspenders, and a smile that could make even the meanest man smile back. And the old lady who worked was eating him up even more than usual. Wearing black knee-length socks and a pair of shorts that were way too small for him, he looked like he walked straight out of a TV show. While he was perched on one of the tables, stuffing his face with doughnuts, Max snuck into the store and made a beeline for the cash register.

He could imagine all the press he would get, how he would strike fear in the names of all the citizens of this lame non-sup town. That was until he realized how little money there was to be stolen. This poor woman was practically on the verge of bankruptcy. And for as long as Max could remember, he had never seen anybody else working in the store, which meant she did everything all by herself, and for what? Boys and girls like Billy and Nora, who lit up whenever they walked into the store and saw the vast array of candy lined up along the shelves. When Max looked over and saw her give Billy a jar full of brand new red licorice, Max put what little money there was, back into the register. And after thinking that she was probably in the hole for giving away so many free samples, Max slipped one of his own twenty dollar bills into the register. He was really going to have to get rid of this pestering conscience if he was ever going to make it big as a supervillain.

"Who are you?! What are you doing behind the register? Oh my God, you're a thief!" she shouted. "I'm calling the police!"

"No, wait! I'm here to help you!" But it was no good. She was already shuffling to the phone, super determined to protect this dying business like it was a gold mine.

Billy hopped up to say something, but when he did, his suspenders got caught on the table, and snapped, making his shorts fall down his thin legs. Max wasn't quite sure how his little brother ended up standing in the middle of a candy store wearing nothing but his briefs, but it provided the perfect distraction for him to ran over, grab Billy and get the heck out of there.

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><p>In the haste of escaping police intervention, Max had completely forgotten to pick up Billy's shorts from the ground. And he refused to let Billy use his super speed to race back and get them. Normally, he was all for any opportunity to use his superpowers, especially for the sake of contradicting Phoebe, but he had a better idea, one that would definitely get his name out there. But first, he needed an awesome supervillain name.<p>

"Black Lightning? Really?" Billy asked.

"Hey, I came up with the name when I was five," Max said. "Give me a break. And no one's gonna care about how lame the name is when they see this amazing costume." Max stepped out of the closet wearing a tight black leather jumpsuit, one that he had designed a couple years ago when he was causing disasters left and right. Well, technically, he did cause disasters, but mostly for himself and the rest of the Thundermans, which got him grounded a lot. But a couple adjustments to the costume, and a brand new utility belt that he ordered online with one of his dad's credit cards, and Max was ready to wreak havoc.

It was a pretty well-known fact that, generally speaking, superheroes had better bodies than supervillains, which made sense. Who would look up to an out of shape superhero struggling to catch his breath while fighting crime? Max was ready to reverse that stereotype. He didn't think he had the best body or anything, but he knew his looks were nothing to sneeze at, especially when his jumpsuit was tight enough to show off all the contours and cuts of his muscular teenage frame. He had already thought up a couple good poses for his magazine cover debut that would highlight his best assets. And if he could somehow casually flash his abs, even better.

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><p>Eruption was the newest and hottest clothing store in Hiddenville. From all the commercials that featured the hottest models and grand opening with a couple local celebrities, every teenager in town was clamoring to get a piece of the Eruption. If there was anywhere that would attract noticeable attention, that was it.<p>

Max was getting pumped up about pulling out his plan, but that didn't stop him and Billy from doing a little shopping beforehand. This place had some really nice stuff.

Rotating through leather jacks and dark colored jeans, Max momentarily forgot about mayhem. Billy was just as distracted, but not because he was interested in shopping – he couldn't sit still long enough to spend ten minutes in a mall – but because he was all hopped up on sugar from earlier. While Max was trying on clothes in the dressing room, Billy ran inside and shut the door behind him, before pulling down his suspenders. Max stood there in his black boxer briefs and watched Billy frantically search his shorts for candy.

"Billy, where did you get that?"

"Putt Putt Mini Golf Land."

"You used your super speed to run all the way to Putt Putt Mini Golf Land, played a bunch of games just to get enough tickets to get candy?"

"Yep," Billy said, beaming. "And I got two holes in one! Pretty impressive, huh?"

There were no words. Sometimes Billy's mind was just so far off the spectrum that Max, or anybody else in his family, quite knew what to say. So Max was left completely speechless, and not entirely because Billy's brain was high in the sugar clouds, but because his younger brother was hunched over, nibbling on chocolate like he was a rabbit, with his butt high in the air in his briefs. And Max was staring. No. He was staring about a minute ago. Now, he was groping Billy's butt with his eyes.

_Get a hold of yourself!_ Max mentally berated himself. He couldn't believe he was throwing a boner over another boy, let alone his younger brother. Was this some kind of pre-mediated attack from his conscience trying to convince him not to go along with this whole villain thing? Or that getting Billy involved was a mistake? Ugh, when was the last time he had enough privacy at home to jerk off? Even Dr. Colosso always seemed to be awake at the most inopportune times. Max's cock was so hard that he couldn't even think straight. No more thinking. Time for action.

It had taken twenty-two minutes to get Billy still long enough to get his arms tied behind his back and blindfolded to look like a believable hostage. Then, he lost his utility belt, which didn't have any actual weapons in it, but the whole supervillain look just felt incomplete without it, so he spent fourteen minutes trying to find it. And by the time he came back to the dressing room, Billy was nowhere to be found. Max wasn't positive, but the high-pitched screams coming from the women's room were probably a good indicator of where his brother enough.

Sure enough, Max found Billy, still blindfolded, arms locked behind his back, and running around in super speed in his briefs. How did that even happen? And how was Max supposed to worry about focus on announcing himself to the villain world, when five managers were trying to capture Billy. It was when Billy tripped over a clothes hanger that the biggest manager, a man with a burly brown beard, and the creepiest smile Max had ever seen, caught Billy.

"I have no idea what kind of monster this thing is, but can you imagine the TV press we'll get from this? We'll show off Eruption's latest mascot. We'll make millions!"

Great. Now Billy looked terrified, and like he was about to cry, and as a big brother, Max couldn't just stand there and take it. So, abandoning his plans to up his supervillain status for another day, Max ran over to Billy and the manager.

"Let him go."

"Why should I? Who are you supposed to be?"

"I'm supposed to be the guy who'll tell everyone Eruption doesn't use all natural and organic material like it says it does. And maybe I'm the guy who has a couple pictures of product testers skinning cute cuddly cats for the newest line of jackets, but I guess that all depends if you're gonna let him go or not." The managers all looked at one another, before the biggest one handed Billy over. Max carried his brother on his back. "Pleasure doing business with you."

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><p>Billy winced when Max sprayed the disinfectant n a cut on his knee. Even though today's heist and fake kidnapping were over, and thus Billy could drop the whole innocent look, Billy decided that he liked his rainbow suspenders, shorts that were obnoxiously small, and black knee-length socks. "I hate this stuff. It stings."<p>

"Everyone does. But unless you develop an invincibility to pain you're gonna have to put up with it." Max gently pressed the band-aid to his brother's knee.

"Sorry I messed up your plans for world domination and villainous infamy."

"Don't worry. There'll be others. And this should go without saying but nobody hears a word about this, especially not Phoebe. I don't need her pulling one of her 'always do the right thing' speeches on me again."

"But you did do the right thing! You saved me from those creeps!" Billy grinned, and Max felt his cheeks suddenly flash with heat. He would rather be tortured than admit this out loud, but Billy looked really cute right now – adorable even. And with the way Billy was looking at him, like he was col or something, maybe even kind of like a hero, Max couldn't take it. He was hard again, and the black leather of his jumpsuit left nothing to the imagination. "I'm gonna take a shower!"

_Move fast_. That was Max's motto as he rushed to his evil lair to peel off his jumpsuit, then hop in the shower before anyone came home and found him in such a…hard place. Dr. Colosso was on vacation at a "supervillains turned into rabbits" convention, which were apparently a big thing, so Max was all alone down in his lair, until Billy came screaming down the pathway holding a loofa.

"I thought I could help you with your back when you're in the shower! Promise I won't scrub super fast and burn your skin like last time!"

There was no hiding it now. The outline of his hard five inch cock was obvious from the way his shaft pressed so obscenely against the front of his underwear, the fabric darkened slightly from where a spot of pre-cum had formed. Billy was looking right at it in near wonderment, which only made Max even harder.

This was wrong on so many levels, and Max's head started to hurt from trying to halt all the thoughts barreling through his brain. Time to shut it off and stop thinking. Not giving himself a chance to rethink what could be the stupidest thing he would ever do, Max kissed Billy.

The kiss lasted all of one second before Max pulled away to gauge his brother's reaction. From the grin on his face and the way his eyes lit up, Billy liked kissing even more than candy.

That was how they ended up lying on Max's bed, side by side, and kissing each other like they were starving. For all of his good looks, Max never really had any interest in pursuing girls. He had always been way too busy trying to set his supervillain career into motion. So kissing Billy was his first time. And it was way better than imagining kissing supermodels in his dreams.

Billy was real, and he was so responsive, whimpering into the kiss when Max sucked on his tongue, and kept running his hands all over Max's chest. Once Max's hands found their way to Billy's butt, they refused to leave, repeatedly squeezing the small cheeks and helping Billy rut against him more fervently. Even through Max's boxer briefs and Billy's shorts, the friction was so stimulating that they moaned into each other's mouths almost at the same time, and held onto each other tight as they came. In reality, it had probably been about a month's load, but it felt like three, so much of Max's thick hot seed coating the front of his underwear that it was soaked by the time his orgasm subsided. And his dick was still rock hard.

Their clothes were off in a flash, and soon Billy was on top of Max, wearing nothing but his black knee-length socks, and kissing his big brother with as much gusto as he could. Max still had handfuls of Billy's butt, which felt even better now that he felt hot bare skin against his palms, his younger brother's cheeks flexing every so often. He was starting to feel light-headed from so much pleasure coursing through his body at once, and his ecstasy went into overdrive once Billy started picking up speed, pressing his socked feet against the bed to give him enough leverage to start rolling his hips at hyper speed.

Seconds later, Max was spurting another huge load of cum between their throbbing dicks, a tingling sensation vibrating from his toes, up his toned legs, his tensing abs, all the way to his brain. It was only after he came down from his high that reality set in, and he realized that Billy was clinging to him, his younger brother's head resting on his chest, with a surprisingly peaceful expression.

It was often said that each supervillain had one weakness, and Max was starting to think he found his.

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><p><strong>Thanks for reading! I'd love the show to bring on some hot guys Max's age…more opportunities for steamy slash are always welcome!<strong>


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